Filing Summary
Business context and reporting period
Global Business Travel Group, Inc. was not yet the registrant at the filing date. Apollo Strategic Growth Capital (APSG), a Cayman Islands special purpose acquisition company, filed this Form 8-K on May 25, 2022, reporting the results of its extraordinary general meeting concerning its proposed business combination with GBT JerseyCo Limited (GBT).
Upon closing, expected on May 27, 2022, subject to customary closing conditions, APSG would be renamed Global Business Travel Group, Inc., referred to as Amex GBT in the filing.
Key financial and operating metrics
This filing does not provide revenue, profit, cash flow, margins, debt, liquidity, or other operating performance metrics. It reports shareholder voting results and transaction approvals only.
At the meeting, 52,956,302 Class A ordinary shares and 20,420,250 Class B ordinary shares were represented, equal to approximately 71.87% of outstanding ordinary shares entitled to vote and sufficient to constitute a quorum.
Material changes versus the prior comparable period
No period-over-period financial comparison is presented. The material development was shareholder approval of the proposed business combination, domestication, charter amendments, related share issuance, and equity plans.
| Proposal | For | Against | Abstain |
|---|---|---|---|
| Domestication to Delaware | 70,579,012 | 2,731,389 | 66,151 |
| New charter and preferred stock designation | 70,577,629 | 2,731,271 | 67,652 |
| Business combination | 70,615,819 | 2,732,881 | 27,852 |
| PIPE investor share issuance | 70,615,421 | 2,732,379 | 28,752 |
| 2022 Equity Incentive Plan | 70,568,337 | 2,738,313 | 69,902 |
| Employee Stock Purchase Plan | 70,294,292 | 2,737,428 | 344,832 |
All proposals 1 through 6 were approved. The meeting-adjournment proposal was not submitted because sufficient votes had already been obtained.
Outlook, risks, contingencies, and unusual items
- Closing was expected on May 27, 2022, but remained subject to customary closing conditions.
- The transaction included the domestication of APSG from the Cayman Islands to Delaware and adoption of a new charter, including a designation for Class A-1 preferred stock.
- Shareholder approval was obtained for the issuance of Class A common stock to PIPE investors, the 2022 Equity Incentive Plan, and the Employee Stock Purchase Plan.
- The filing does not provide detailed management guidance, operating outlook, financing terms, or quantified transaction risks.
Facts investors should verify
- Whether the business combination actually closed on or about May 27, 2022.
- The final capitalization, including PIPE shares, Class A-1 preferred stock, warrants, and other securities issued at closing.
- The terms and potential dilution associated with the new charter and approved equity plans.
- Post-closing financial results, liquidity, leverage, and operating guidance, which are not included in this Form 8-K.